Upon whom is the Caption By Hyatt Franchise Agreement binding?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
- 18.5 Entire Agreement and Construction. This Agreement is binding upon Hyatt and Franchisee and their respective permitted assigns and successors in interest. Subject to Hyatt's right to modify the Hotel System, System Standards, System Services and System Services Charges (including the methods of allocating costs for System Services), from time to time, this Agreement may not be modified except by a written agreement signed by both Hyatt's and Franchisee's duly-authorized officers. The Preliminary Statement and Exhibits, the attached PIP (if applicable), any state-specific Rider to this Agreement signed by Hyatt and Franchisee at the same time as this Agreement, and the Franchise Application that Franchisee (or its Owner or Affiliate) submitted to Hyatt relating to the Hotel, are a part of this Agreement, which constitutes Hyatt's and Franchisee's entire agreement, and there are no other oral or written understandings or agreements between Hyatt and Franchisee, and no other oral or written representations by Hyatt, relating to the subject matter of this Agreement, the franchise relationship, or the Hotel (any understandings or agreements reached, or any representations made, before this Agreement are superseded by this Agreement). Franchisee may not rely on any alleged oral or written understandings, agreements, or representations not contained in this Agreement. Notwithstanding the foregoing, nothing in this Agreement or any related agreement shall disclaim or require Franchisee to waive reliance on any representation that Hyatt made in the most recent franchise disclosure document (including its exhibits and amendments) that Hyatt delivered to Franchisee or its representative.
Source: Item 22 — Contracts (FDD page 85)
What This Means (2025 FDD)
According to the 2025 Caption By Hyatt Franchise Disclosure Document, the Franchise Agreement is binding upon Hyatt and the Franchisee, as well as their respective permitted assigns and successors in interest. This means that not only are the original parties to the agreement obligated to uphold its terms, but also any parties to whom the agreement is properly transferred, such as through a sale of the franchise or a merger of the franchisee's business.
This provision ensures that the obligations and benefits of the Franchise Agreement continue even if the ownership or structure of either Hyatt or the franchisee changes. For a prospective Caption By Hyatt franchisee, this means that if they sell their franchise, the new owner will also be bound by the terms of the original agreement. Similarly, if Hyatt were to be acquired by another company, that new company would be obligated to fulfill Hyatt's responsibilities under the agreement.
The Franchise Agreement also states that it is valid and enforceable only when signed by the franchisee and signed and accepted by Hyatt at its office in Chicago, Illinois, whether signed by original or electronic signature. This highlights the importance of ensuring that the agreement is properly executed by both parties to be considered legally binding.
Furthermore, the document specifies that any modifications to the agreement must be made in writing and signed by authorized officers of both Hyatt and the franchisee, subject to Hyatt's right to modify the Hotel System, System Standards, System Services and System Services Charges. This protects both parties by preventing misunderstandings or disputes based on verbal agreements or informal communications. The agreement, along with its exhibits, the PIP, any state-specific riders, and the Franchise Application, constitutes the entire agreement between Hyatt and the franchisee, superseding any prior understandings or representations.